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AEMULUS HOLDINGS BERHAD
A N N U A L R E P O R T 2 0 1 6
CORPORATE GOVERNANCE STATEMENT
(Cont’d)
1. Establish Clear Roles and Responsibilities (Cont’d)
1.4 Code of Conduct and Ethics
The Board has also adopted a Code of Conduct and Ethics which is incorporated in the Board Charter of the
Company. The said Code sets forth the expectations of the Company for its Directors and describes sound
principles and standards of good practice that each Director is expected to uphold. It is formulated to enhance the
standard of corporate governance and promote ethical conduct of the Directors.
Directors are required to uphold the highest integrity in discharging their duties and in dealing with stakeholders,
customers, employees and regulators.
1.5 Promoting Sustainability
The Group recognises the importance of sustainability and its increasing impact to the business in a way that is
environmentally safe and sound. The sustainability activities are set out in the Corporate Social Responsibility
Statement.
1.6 Board meetings and Access to Information and Advice
The Board members have full and unrestricted access to information on the Group’s business and affairs in
discharging their duties. All Directors are provided with the agenda and a full set of Board papers before each
Board Meeting is convened. In addition to discussing the Group’s performances in the meeting, certain matters
which are reserved specifically for the Board’s decision are discussed. These includes the approval of corporate
plans and budgets, acquisitions and disposals of assets that are material to the Group, major investments, changes
to management and control structure of the Group and key policies, procedures and authority limits.
Senior management staff, investment bankers, accountants or solicitors will be appointed to act as advisers for
any corporate proposal to be undertaken by the Group, and will be invited to attend Board meetings at which the
corporate proposal is to be deliberated, in order to provide the Board with professional opinion and advice, and
to clarify issues that may be raised by any Director.
The Board is regularly updated and advised by the Company Secretaries on new statutory as well as regulatory
requirements. Every member of the Board has ready and unrestricted access to the advice and services of
the Company Secretaries and the senior management. The Company Secretaries attend all Board and Board
Committees’ meetings and ensure that meetings are properly convened and that accurate and proper records of
the proceedings and resolutions passed are taken and maintained.
Where appropriate, the Directors may obtain independent professional advice at the Company’s expense on
specific issues to enable the Board to make well-informed decisions in discharging their duties on the matters
being deliberated.
1.7 Company Secretaries
The Board is of the view that the current Company Secretaries are suitably qualified, competent and can support
the Board in carrying out its roles and responsibilities. The Board obtained appropriate advice and services, if
necessary, from the Company Secretaries to ensure adherence to Board meeting procedures and compliance with
regulatory requirements.
2. Strengthen the Composition
To assist the Board in the discharge of their duties effectively, the Board has delegated specific functions to certain
committees, namely Audit Committee, Nomination Committee and Remuneration Committee. Each committee will
operate within its clearly defined terms of reference. The Chairman of the various committees will report to the Board on
the outcome of the committee meetings.
2.1 Audit Committee
The summary of the activities of the Audit Committee during the financial year ended 30 September 2016 are set
out under the Audit Committee Report in this Annual Report.
2.2 Nomination Committee
The Nomination Committee comprises 3 Independent Non-Executive Directors. The Nomination Committee is
chaired by a Senior Independent Non-Executive Director of the Company.